UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 24, 2025, Slam Corp. (“Slam” or the “Company”) held the Shareholder Meeting to amend the Company’s amended and restated memorandum and articles of association (the “Articles”) to extend the date (the “Termination Date”) by which the Company has to consummate a business combination (the “Articles Extension”) from December 25, 2025 to December 25, 2026 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to five times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor and upon five days’ advance notice prior to the applicable Termination Date, until May 25, 2027, or a total of up to five months after the Articles Extension Date, unless the closing of a business combination shall have occurred prior to such date (the “Extension Amendment Proposal”).
The shareholders of the Company approved the Extension Amendment Proposal at the Shareholder Meeting and on December 24, 2025, the Company filed an amendment to the Articles (the “Articles Amendment”) with the Registrar of Companies of the Cayman Islands, effective December 24, 2025.
The foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 24, 2025, the Company held the Shareholder Meeting to approve the Extension Amendment Proposal and a proposal to adjourn the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there were insufficient Class A Ordinary Shares (the “Public Shares”), and Class B Ordinary Shares (together with the Public Shares, the “Ordinary Shares”), in the capital of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise necessary (the “Adjournment Proposal”), each as more fully described in the definitive proxy statement filed by the Company on December 17, 2025.
As there were sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to shareholders.
Holders of 14,225,163 Ordinary Shares of the Company held of record as of December 2, 2025, the record date for the Shareholder Meeting, were present in person or by proxy at the meeting, representing approximately 98.18% of the voting power of the Ordinary Shares as of the record date for the Shareholder Meeting, and constituting a quorum for the transaction of business.
The voting results for the Extension Amendment Proposal were as follows:
| For | Against | Abstain | ||
| 14,223,948 | 915 | 300 |
In connection with the vote to approve the Extension Amendment Proposal, the holders of 39,729 Public Shares properly exercised their right to redeem their shares for cash.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Third Amendment to the Amended and Restated Memorandum and Articles of Association. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 31, 2025 | Slam Corp. | |
| By: | /s/ Ryan Bright | |
| Name: | Ryan Bright | |
| Title: | Chief Financial Officer | |
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Exhibit 3.1
CERTIFIED RESOLUTIONS
of
SLAM CORP.
(Company)
Appleby Global Services (Cayman) Limited, Registered Office Service Provider of the Company, DOES HEREBY CERTIFY that the following is a true copy of the resolutions adopted by the members of the Company by way of an extraordinary general meeting held at 10:00 a.m. Eastern Time on 24 December 2025 and that such resolutions are still in force and effect as at the date hereof.
RESOLVED, as a special resolution that:
| (a) | Article 49.7 of Slam’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: |
“In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) 25 December 2026 (or 25 May 2027, if applicable under the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of the then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination by 25 December 2026, the Company may, without another vote of the Members, elect to extend the date to consummate the Business Combination on a monthly basis for up to five times by an additional one month each time after 25 December 2026, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until 25 May 2027.”
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| (b) | Article 49.8(a) of Slam’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a): |
“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by 25 December 2026 (or up to 25 May 2027, if applicable under the provisions of Article 49.7)”.
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Dated this 24th day of December 2025
| By: | |
| /s/ Isabel Mason | |
| Isabel Mason | |
| Authorised Signatory | |
| For and on behalf of Appleby Global Services (Cayman) Limited |
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| 3 of 3 | Filed: 24-Dec-2025 12:47 EST | |
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